UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 6, 2002
BROWN & BROWN, INC.
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(Exact name of registrant as specified in its charter)
Florida 0-7201 59-0864469
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
220 S. Ridgewood Ave., Daytona Beach, Florida 32114
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 252-9601
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N/A
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On March 6, 2002, Brown & Brown, Inc., a Florida corporation (the
"Corporation"), priced the offering and sale (the "Offering") of 5,000,000
shares of its $0.10 par value common stock (the "Shares"). At the closing of the
Offering, the Corporation will receive net proceeds of approximately $149.3
million from the Offering ($171.8 million if the underwriters exercise their
over-allotment option in full), after deducting underwriting discounts and
estimated Offering expenses.
The sale of the Shares was registered with the Securities and Exchange
Commission (the "Commission") pursuant to a registration statement on Form S-3
(File No. 333-75158) (the "Registration Statement") filed with the Commission on
December 14, 2001 and declared effective by the Commission on December 21, 2001.
The Corporation is filing this Current Report on Form 8-K in order to cause
certain information contained herein and in the exhibits hereto to be
incorporated into the Registration Statement by reference. By filing this
Current Report on Form 8-K, however, the Corporation does not believe that any
of the information set forth herein or in the exhibits hereto represent, either
individually or in the aggregate, a "fundamental change" (as such term is used
in Item 512(a)(1)(ii) of Regulation S-K) in the information set forth in the
Registration Statement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c)Exhibits.
Exhibit DESCRIPTION
No. -----------
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1.1 Underwriting Agreement, dated as of March 6, 2002, by and
among Brown & Brown, Inc., J.P. Morgan Securities Inc. and
Suntrust Capital Markets, Inc. as representatives of the
several underwriters.
99.1 Other Expenses of Issuance and Distribution (as required by
Item 14 of Form S-3).
99.2 Press Release, dated March 6, 2002, announcing pricing of
common stock offering under shelf registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 8, 2002 BROWN & BROWN, INC.
(Registrant)
By: /s/ Cory T. Walker
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Cory T. Walker, Chief
Financial Officer
EXHIBIT INDEX
BROWN & BROWN, INC.
Current Report on Form 8-K
Dated March 6, 2002
Exhibit DESCRIPTION
No. -----------
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1.1 Underwriting Agreement, dated as of March 6, 2002, by and
among Brown & Brown, Inc., J.P. Morgan Securities Inc. and
Suntrust Capital Markets, Inc. as representatives of the
several underwriters.
99.1 Other Expenses of Issuance and Distribution (as required by
Item 14 of Form S-3).
99.2 Press Release, dated March 6, 2002, announcing pricing of
common stock offering under shelf registration statement.